SUPPLIER TERMS

Note: Schedules will be provided to Suppliers alongside Key Terms and a related Order Form.

1. Background

   1. Modern Milkman operate an online grocery delivery platform, enabling end-customers to place orders for grocery goods and other products for delivery in certain areas within the United Kingdom.
   2. The Supplier is in the business of manufacturing, preparing and/or supplying food, beverage and/or other grocery Goods.
   3. Modern Milkman wishes to appoint and the Supplier wishes to be appointed to supply certain Goods to Modern Milkman, on the Standard Terms set out in this Agreement and each Order.
   4. This Agreement comprises:
      1. the Order Form;
      2. the Supplier Agreement Standard Terms; and
      3. the Schedules.

2. Basis of Agreement

   1. This Agreement establishes the contractual framework pursuant to which Modern Milkman may make Orders for the supply of Goods by the Supplier.
   2. Each Order agreed between Modern Milkman and the Supplier pursuant to clause 8 shall constitute a separate Call-Off Contract for the supply of the Goods specified in that Order.
   3. The Standard Terms of this Agreement shall govern and shall be deemed to be incorporated into each Order (except those terms which are expressly stated not to be incorporated into an Order or which, by their nature, mean that they should not be incorporated into an Order).
   4. If there is a conflict between the Supplier Agreement Standard Terms and any Order Form then, unless stated expressly otherwise, such conflict shall be resolved by giving precedence to:
      1. first, the terms of the Order as set out in the relevant Order Form; and
      2. second, the Supplier Agreement Standard Terms (including the Schedules).

3. Commencement and Duration

   1. Unless terminated earlier in accordance with its terms, this Agreement shall commence on the Commencement Date and shall continue for a period of two years (the “Term”).
   2. Unless terminated earlier in accordance with the terms of this Agreement, a Call-Off Contract shall continue until the earlier of:
      1. termination or expiry of the Agreement; or
      2. a written notice of not less than three months by one party to the other to terminate that Call-Off Contract.
   3. This Agreement, and all rights and licenses granted hereunder, shall terminate automatically at the end of the Term, unless the parties have expressly agreed to extend the Term in writing prior to its expiry.

4. Modern Milkman’s Obligations

   1. Modern Milkman shall:
      1. co-operate with the Supplier in all matters relating to these Standard Terms;
      2. propose a feedback and complaints procedure to implement within 6 months of the date of the first Order Form; and
      3. use its reasonable endeavours to provide to the Supplier details of its reasonable requirements in respect of the Goods sufficiently well in advance and as is reasonably necessary to enable the Supplier to plan and programme its delivery of the relevant Goods.

5. The Supplier’s Obligations

   1. The Supplier warrants and represents to Modern Milkman that it shall:
      1. provide the Goods in full co-operation with Modern Milkman, with reasonable skill and care and in accordance with Good Industry Practice;
      2. take all reasonable steps to ensure that no damage is caused by the Supplier, its employees or agents to any vehicles, equipment or other property belonging to Modern Milkman or its Operatives;
      3. ensure that any Operatives familiarise themselves with and comply with all health and safety rules and regulations of Modern Milkman;
      4. comply with the Supplier Code of Conduct as updated and notified to the Supplier from time to time by Modern Milkman;
      5. comply with the Service Levels;
      6. hold all of the Accreditations and notify Modern Milkman if it loses or becomes likely to lose an Accreditation; and
      7. obtain and maintain all necessary licences and consents and comply with all relevant legislation (or procure the same to be obtained, maintained and/or observed by all Operatives) in relation to the employees, equipment and vehicles of the Supplier and its Supply Chain Partners insofar as those employees, equipment and vehicles are involved (or used) in the provision of Goods.

6. Service Levels and Performance Standards

   1. The Supplier shall ensure that the supply of Goods delivered pursuant to an Order meet or exceed the Service Levels at all times from the Commencement Date.
   2. The Supplier shall notify Modern Milkman promptly of any actual or prospective failure to meet the Service Levels and the parties shall discuss in good faith how to remedy the failure or prevent a prospective failure and to ensure that it does not happen again.
   3. Service Credits shall be shown as a deduction from the amount due from Modern Milkman to the Supplier in the next invoice due to be issued under this Agreement. The parties agree that any such Service Credits have been calculated as, and are, a genuine pre-estimate of the loss likely to be suffered by Modern Milkman.
   4. Modern Milkman and the Supplier shall review the Service Levels quarterly throughout the Term and the Supplier shall implement any changes to the Service Levels notified to it to reflect changes in Modern Milkman’s requirements within thirty (30) calendar days of receiving written notice of the same.
   5. Where a sum is expressed to be payable as a Service Credit the parties agree that:
      1. Modern Milkman has a legitimate interest in ensuring that it can recover losses suffered as a result of the Supplier’s failure to meet the relevant Service Level; and
      2. the Service Credits set out in the Service Level Docuemnt are not out of all proportion to such interest.
   6. The payment of Service Credits is without prejudice to any other remedy available to Modern Milkman, whether under this Agreement, common law, or in equity (and such Service Credits are not to be taken into account for the purposes of the limitation on liability provisions set out in clause 18 and any material breach by the Supplier with respect to the Service Levels shall be without prejudice to Modern Milkman’s right to terminate this Agreement including in accordance with clause 17.2(f)).

7. The Goods

   1. The Supplier shall ensure that the Goods shall:
      1. correspond with their description;
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by The Supplier or made known to The Supplier by Modern Milkman expressly or by implication, and in this respect Modern Milkman relies on The Supplier’s skill and judgement; and
      3. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
   2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the this Agreement and any Call-Off Contract.
   3. Modern Milkman may inspect and test the Goods at any time before delivery. Modern Milkman shall have the right to enter the Supplier’s premises to:
      1. inspect the manufacturing facilities and the equipment used by the Supplier in the manufacture of the Goods; and
      2. inspect and take samples of the raw materials, the packaging and the Goods; and
      3. inspect stock levels of the Goods.
   4. Inspections carried out pursuant to clause 7.3 shall be carried out during business hours on reasonable notice to the Supplier, provided that, in the event of an emergency, the Supplier shall grant Modern Milkman immediate access to its premises.
   5. If following such inspection or testing Modern Milkman considers that the Goods do not conform or are unlikely to comply with the Suppliers undertakings at clause 7.1, Modern Milkman shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
   6. Modern Milkman may conduct further inspections and tests after the Supplier has carried out its remedial actions.

8. Order Process

   1. When Modern Milkman wishes to place an Order for Goods, it shall notify the Supplier in writing (by email) using the Order Form and specifying, non-exhaustively:
      1. the type and quantity of Goods to be supplied by the Supplier;
      2. The agreed price for the product;
      3. the specification for the relevant Goods; and
      4. the Delivery Date and Delivery Location for the Order.
   2. Each Order constitutes an offer by Modern Milkman to purchase the Goods in accordance with these Standard Terms.
   3. As promptly as possible within receipt of the completed Order Form (and in any event within twenty-four hours (24)) the Supplier shall notify Modern Milkman in writing:
      1. if it can fulfil the Order as set out in the Order Form; and
      2. the delivery costs of transporting the Goods to the Delivery Location.
   4. The Order shall be deemed to be accepted on the earlier of:
      1. the Supplier issuing a written acceptance of the Order and signing the Order Form; and
      2. the Supplier doing any act consistent with fulfilling the Order, at which point a Call –Off Contract shall come into existence.
   5. Modern Milkman is not required to submit any Orders pursuant to this Agreement. Should the Modern Milkman submit Orders it is not required to do so by any particular date or time or with any particular frequency.

9. Delivery

   1. The Supplier shall ensure that:
      1. the Goods are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition;
      2. each delivery of the Goods is accompanied by a Delivery Note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
      3. if the Supplier requires Modern Milkman to return any packaging material or Supplier property to the Supplier, that fact is clearly stated on the Delivery Note. Any such packaging material or Supplier Property shall be returned to the Supplier at the cost of the Supplier.
   2. The Supplier shall deliver the Goods:
      1. on the Delivery Date;
      2. at the Delivery Location; and
      3. during Modern Milkman’s normal business hours, or as otherwise instructed by Modern Milkman.
   3. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
   4. Modern Milkman shall not be deemed to have accepted any Goods in an Order until it has had a reasonable time to inspect them following Delivery, or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.
   5. If any Goods delivered to Modern Milkman do not comply with 7.1, or are otherwise not in conformity with the terms of this Agreement, then, without limiting any other right or remedy that Modern Milkman may have, Modern Milkman may reject those Goods and:
      1. require the Supplier to replace the rejected Goods at the Supplier’s risk and expense within two Business Days (or within such other reasonable time as agreed by Modern Milkman)of being requested to do so; or
      2. require the Supplier to repay the price of the rejected Goods in full (whether or not Modern Milkman has previously required the Supplier replace the rejected Goods);
      3. require the Supplier to issue a credit note in an amount equal to the value of the non-compliant goods (as determined by Modern Milkman with photographic evidence) and
      4. claim damages for any other costs, expenses or losses resulting from the Supplier’s delivery of Goods that do not conform with the terms of this Agreement and the Order Form.
   6. Modern Milkman’s rights and remedies under this clause 9 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.
   7. These Standard Terms shall apply to any replacement Goods supplied by the Supplier.
   8. If the Supplier fails to promptly replace rejected Goods in accordance with clause 9.5(a), Modern Milkman may, without affecting its rights under clause 9.5(c), obtain substitute products from a third party supplier and the Supplier shall reimburse Modern Milkman for the reasonable costs it incurs in doing so.
   9. Modern Milkman will have absolute discretion to decide as to whether any Goods comply with clause 7.1.
   10. If the Supplier:
       1. delivers less than 95% of the quantity of Goods ordered, Modern Milkman may reject the Goods; or
       2. delivers more than 105% of the quantity of Goods ordered, Modern Milkman may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Modern Milkman accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
   11. The Supplier shall indemnify Modern Milkman for reasonable costs incurred as a result of the Suppliers failure to comply with clause 9.2, including but not limited to relocation costs.
   12. The Supplier shall not deliver the Goods in instalments without Modern Milkman’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately and shall be subject to clause 9.
   13. Title and risk in the Goods shall pass to Modern Milkman on completion of delivery.

10. Goods Recall

    1. If the Supplier becomes aware that a Good or a component or ingredient of a Good:
       1. is subject to any investigation, food safety, hygiene or consumer safety notification, product withdrawal or recall; or
       2. is or may become harmful or creates a risk to persons or property,

    then the Supplier shall notify Modern Milkman as soon as possible, and in any event within 5 days upon becoming aware, and shall provide all such necessary assistance, documentation and information to Modern Milkman or its authorised third parties as Modern Milkman may require in order to protect the interests of the public and the Modern Milkman.

    2. The Supplier shall not make any public statement regarding any investigation, notification, product withdrawal or recall without Modern Milkman’s prior written consent.
    3. If the Supplier is required to contact customers or make a public statement by an applicable law the Supplier shall, to the extent permissible by law, notify Modern Milkman in advance and cooperate with Modern Milkman in preparing and making such contact and/or statement.

11. Price and Payment

    1. In consideration for the supply of the Goods, Modern Milkman shall pay the Charges. The Charges:
       1. exclude amounts in respect of value added tax (VAT), which Modern Milkman shall additionally be liable to pay the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
       2. include the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing with Modern Milkman.
    2. The Charges payable shall be reviewed on each Review Date, as follows:
       1. the parties shall use their reasonable endeavours to agree revised Charges (Revised Charges) before the relevant Review Date, such Revised Charges to apply (if agreed) from (and including) the relevant Review Date;
       2. if the parties are unable to agree Revised Charges, the amount of Charges following and applicable from a Review Date shall continue to be the Charges applicable before the review (Existing Charges);
       3. the Supplier may continue to charge (and invoice for) the Existing Charges until Revised Charges are agreed or the period for agreement lapses; and
       4. if Revised Charges are agreed between the parties, those Revised Charges shall be the Charges from the date on which they are agreed.
    3. At the election of Modern Milkman it may:
       1. raise an invoice for the Charges on behalf of the Supplier Weekly in arrears by no later than 7 days after the Delivery; or
       2. require the Supplier to provide an invoice Weekly in arrears no later than 7 days after Delivery. The invoice shall include the date of the Order(s), adjustments for damage, details of any under or over deliveries, the invoice number(s), Modern Milkman’s Order Number(s), the Supplier’s VAT registration number and any supporting documents that Modern Milkman may reasonably require.
    4. Modern Milkman shall pay each invoice submitted to it by the Supplier in accordance with clause 11.3, in full and in cleared funds, within the Payment Period and to a bank account nominated in writing by the Supplier.
    5. Without prejudice to any other right or remedy that the Supplier may have, if Modern Milkman fails to pay the Supplier any undisputed sum due on the due date, the Supplier may charge interest on the outstanding sum at the rate of 2% a year above the Bank of England’s base rate from time to time (or at 2% a year for any period when that base rate is below 0%) from when the overdue sum became due, until it is paid.
    6. Modern Milkman may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Modern Milkman against any liability of Modern Milkman to the Supplier.

12. Return and Re-use

    1. Where it is specified on an Order Form that Empties are to be returned to the Supplier and re-used, the provisions in this clause 12 will apply to the Call-Off Contract.
    2. Empties will be collected by Modern Milkman and returned to the Supplier in a reasonably efficient and secure manner. Modern Milkman will use standard distribution packaging materials to secure the Empties when returning to the Supplier.
    3. With respect to the cleaning of the Empties received by the Supplier, the Supplier will ensure that all Empties are processed in the following manner:
       1. Empties with labels shall go through a label removal process prior to cleaning;
       2. all visible surfaces of the Empties will be made free of visible residual products, cleaning agents, or contaminants; and
       3. Empties will be sanitized with a process that reduces microorganisms to a safe level (“Processed Empties”),

    The Supplier’s cleaning process will be based on current best industry practice (including HACCP and Good Hygienic Practices).

    4. The Supplier will re-use the Processed Empties when supplying Goods pursuant to an future Order.

13. Intellectual Property Rights

    1. Subject to clause 13.2, this Agreement does not assign or otherwise transfer any of either party’s Intellectual Property Rights to the other, unless agreed otherwise between the parties in writing. Neither Party may assert ownership of the other party’s Intellectual Property Rights.
    2. The Supplier hereby grants to Modern Milkman a non-exclusive, royalty-free, sub-licensable licence to use its Intellectual Property Rights in the Goods to the extent necessary to support the promotion and re-sale of the Goods.
    3. To the extent that either party accesses or uses the Intellectual Property Rights of the other party pursuant to this Agreement, such party shall keep all such Intellectual Property Rights safe and shall not (nor shall it directly or indirectly allow, permit or enable any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or use any such Intellectual Property Rights in whole or in part, other than in accordance with this Agreement.
    4. The Supplier warrants, represents, undertakes and guarantees that:
       1. the Goods, together with any packaging and/or labelling materials supplied to Modern Milkman pursuant to this Agreement, do not and will not breach any third party’s Intellectual Property Rights in any way whatsoever; and
       2. it will not for any marketing, publicity or promotional purpose, use any of Modern Milkman’s Intellectual Property Rights, including without limitation Modern Milkman branding without the prior written consent of Modern Milkman.

14. Indemnity

    1. The Supplier shall keep Modern Milkman indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Modern Milkman as a result of or in connection with:
       1. any claim made against Modern Milkman by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or Suppliers; and
       2. any claim made against Modern Milkman by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Agreement by the Supplier, its employees, agents or Suppliers.

    This clause 14 shall survive termination of the Agreement and any Call-Off Contract.

15. Insurance

    During the term of the Agreement, the Supplier shall maintain in force, with a reputable insurance company, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with this Agreement and any Call-Off Contract.

16. Confidentiality

    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Standard Terms.
    2. Each party may disclose the other party’s confidential information:
       1. to its employees, officers, representatives or advisers (“Representatives”) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Conditions. Each party shall ensure that its Representatives to whom it discloses the other party’s confidential information comply with this clause 16 and in any case shall be responsible for the actions of any such Representatives; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17. Termination

    1. Modern Milkman may terminate the Agreement in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the relevant Call-Off Contract. Modern Milkman shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
    2. The supplier may terminate this Agreement at any time before delivery with immediate effect by giving Modern Milkman written notice of not less than 3 months , whereupon the Supplier shall discontinue all work on the relevant Call-Off Contract.
    3. Without limiting its other rights or remedies, Modern Milkman may terminate the Agreement with immediate effect by giving written notice to the Supplier if:
       1. the Supplier commits a material breach of any term of the Agreement or any Call-Off Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
       2. the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
       3. the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business;
       4. The Supplier loses and Accreditation and fails to regain such Accreditation within 30 days;
       5. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
       6. the Supplier’s financial position deteriorates to such an extent that in Modern Milkman’s opinion the Supplier’s capability to adequately fulfil its obligations under the Agreement and any Call-Off Contract has been placed in jeopardy; or
       7. a Service Level Termination Event occurs.
    4. On termination of the Agreement or any Call-Off Contract, the Supplier shall immediately return all materials belonging to Modern Milkman. If the Supplier fails to do so, then Modern Milkman may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.
    5. Termination or expiry of the Agreement and any Call-Off Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Agreement or any Call-Off Contract which existed at or before the date of termination or expiry.
    6. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

18. Limitation

    1. This clause 18 sets out the entire financial liability of Modern Milkman (including any liability for the acts or omissions of its respective employees, agents or sub-Suppliers) to the Supplier in respect of:
       1. any breach of the Agreement and/or of these Standard Terms; and
       2. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement and/or these Standard Terms.
    2. Nothing in the Agreement and/or these Standard Terms shall limit or exclude the liability of either party for:
       1. Modern Milkman’s obligation to pay the Charges or any other charges or interest due and payable to the Supplier in accordance with these Standard Terms; and/or
       2. death or personal injury resulting from negligence; and/or
       3. fraud or fraudulent misrepresentation; and/or
       4. any liability pursuant to clause 14; and/or
       5. any other liability which cannot lawfully be limited or excluded.
    3. Modern Milkman shall not be liable to the Supplier, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
       1. loss of goodwill; and/or
       2. loss of business opportunity; and/or
       3. special, indirect or consequential loss, suffered by the other party that arises under or in connection with the Agreement and/or these Standard Terms.
    4. Subject to clauses 18.2 and 18.3, Modern Milkman’s total aggregate liability to the Supplier shall not exceed such sum as represents the amount of Charges due and payable to the Supplier in accordance with the relevant Call –Off Contract pursuant to which the liability arose or, if the liability is not related to a Call-Off Contract, the amount of Charges paid by Modern Milkman to the Supplier pursuant to all Call-Off Contracts in the twelve months prior to the incident giving rise to the liability.
    5. Subject to clauses 18.2, the Supplier’s total aggregate liability to Modern Milkman shall not exceed such sum as represents three times the amount of Charges due and payable to the Supplier in accordance with the relevant Call –Off Contract pursuant to which the liability arose or, if the liability is not related to a Call-Off Contract, the amount of Charges paid by Modern Milkman to the Supplier pursuant to all Call-Off Contracts in the twelve months prior to the incident giving rise to the liability.

19. Records and Audit Rights

    1. The Supplier shall keep full and accurate records of all Goods supplied to Modern Milkman under this Agreement for a period of six (6) years following the date of delivery of such Goods. The Supplier shall make such records available to Modern Milkman (or its nominee) promptly on request by Modern Milkman.

20. Other Important Terms

    1. Compliance with relevant laws and policies: In performing its obligations under this Agreement, and any Call-Off Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force. Modern Milkman may immediately terminate this Agreement, and any Call-Off Contract, for any breach of this clause 20.1.
    2. Notices:

       Any notice or communication shall be deemed to have been received:

       1. if delivered by hand, at the time the notice is left at the proper address;
       2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting ;or
       3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

       This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

    3. Force majeure: Neither party shall be in breach of this Agreement, and any Call-Off Contract, nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement, and any Call-Off Contract, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for seven days, the party not affected may terminate this Agreement, and any Call-Off Contract, by giving written notice to the affected party.
    4. Assignment and other dealings: Modern Milkman may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement and any Call-Off Contract. The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement and any Call-Off Contract without the prior written consent of Modern Milkman.
    5. No Partnership, Agency or Joint Venture: Nothing in this Agreement nor any Call-Off Contract shall create a partnership or joint venture or a relationship of principal and agent between the parties and no party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other party.
    6. Subcontracting: The Supplier may not subcontract any or all of its rights or obligations under this Agreement or any Call-Off Contract without the prior written consent of Modern Milkman. If Modern Milkman consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of ay such person or entity to whom this Agreement is subcontracted as if they were its own.
    7. Entire agreement: This Agreement, and any Call-Off Contract, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    8. Variation: Except as set out in these Standard Terms, no variation of this Agreement or any Call-Off Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Modern Milkman.
    9. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement, a Call-Off Contract, or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    10. Severance: If any provision or part-provision of this Agreement, or any Call-Off Contract, is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Standard Terms. If any provision of the Agreement, or any Call-Off Contract, is deemed deleted under this clause 21.10 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    11. Third party rights: Unless it expressly states otherwise, this Agreement, nor any Call-Off Contract, does not give rise to any rights under this Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
    12. Further Assurance. Each party shall, and shall use reasonable endeavours to procure that any necessary third party shall, as soon as reasonably practicable execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement and any Call-Off Contract.
    13. Governing law and jurisdiction: The Agreement and each Call-Off Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, and any Call-Off Contract, or its subject matter or formation.

Definitions and Interpretation

Part I: Definitions

In this Agreement, unless the context otherwise requires:

Accrediations have the meaning given to them in the Order Form.

Agreement has the meaning given to it in the Order Form.

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Call Off Contract the contract between Modern Milkman and the Supplier for the sale and purchase of Goods in accordance with an Order Form.

Charges the charges due from Modern Milkman to the Supplier for the Goods as set out in an Order Form.

Commencement Date the date that the parties enter in to this Agreement.

Critical Service Failure a failure by the Supplier to deliver the Goods in accordance with the Service Levels that is categorised as being of a critical nature as identified in the table set out in the Service Level Document.

Delivery means delivery of the Goods pursuant to an Order to the Delivery Location in accordance with these Standard Terms.

Delivery Date the date and time specified in the Order Form, or, if none is specified, before 5am on the day after the Order is placed.

Delivery Location the address for delivery of Goods as set out in the Order Form.

Delivery Note the note which is to be completed by the Supplier and which will accompany each Delivery, a template of which will be provided tto you.

Effective Date the effective date set out in an Order Form, being the beginning of the Call-Off Contract, or (if no such date is set out) the date of the Agreement.

Empties means packaging, containers and vessels which contain the Goods and which are capable of being recycled and re-used for future Orders.

Good Industry Practice the standards (including, for clarity, as to safety, hygiene and cleanliness) which could reasonably be expected to be exercised by a skilled and experienced person in the same or a similar type of business as that of The Supplier and/or by an experienced provider of Goods which are the same as, or similar to, the Goods.

Goods the goods (or any part of them) set out in an Order Form.

Intellectual Property Rights mean patents, utility models, inventions, rights to inventions, copyright and neighbouring and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; business names and domain names and rights in the same; the rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets); rights in get-up and trade dress, the right to sue for passing off, rights in designs and rights in computer software; applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights; and all other rights or forms of protection of a similar nature or having an equivalent effect anywhere in the world.

Modern Milkman has the meaning given to it in the Order Form.

Operatives (as the context requires) the staff, employees, agents, suppliers or franchisees of Modern Milkman or a Supply Chain Partner.

Order Modern Milkman’s order for the Goods as set out in an Order Form.

Order Form the document set out at the beginning of this Agreement which Modern Milkman will use to place an Order of the Goods.

Payment Period unless the provisions of clause Error! Reference source not found. apply, 28 days from the date of an invoice.

Quarter the period of three months commencing on the Effective Date, and each subsequent period of three months.

Review Date at the end of each Quarter or such other date as notified to the Supplier by Modern Milkman.

Service Credits as described in the Service Level Document.

Service Level Document the service level document provided to the Supplier by Modern Milkman as varied from time to time.

Service Levels the service levels to which the Goods are to be provided, as set out in the Service Level Document.

Service Level Termination Event an event, which meets or exceeds the thresholds specified in the Service Level Document entitling Modern Milkman to terminate this Agreement.

Standard Terms the Supplier Agreement Standard Terms set out in this document as amended from time to time.

Supplier has the meaning given to it in an Order Form.

Supply Chain Partner a supplier of Modern Milkman, other than the Supplier.

Supplier Code of Conduct means the code of conduct which can be accessed using this link.

Week each period from Monday to the following Sunday (inclusive) and Weekly shall be construed accordingly.

Part II: Interpretation

1. In this Agreement (unless the context otherwise requires):
   1. terms defined in the Order Form shall have the same meanings ascribed to them in this Agreement;
   2. the Schedules form part of the Standard Terms and shall have effect as if set out in full in the body of these Standard Terms. Any reference to these Standard Terms includes the Schedules;
   3. references to a clause or a Schedule are to a clause of or a schedule to these Standard Terms;
   4. references in a Schedule to a paragraph are to a paragraph of the relevant Schedule;
   5. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns;
   6. words in the singular shall include the plural and vice versa;
   7. a reference to one gender shall include a reference to the other genders;
   8. a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force as at the date of these Conditions, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts; provided that, as between the parties, no such amendment or re-enactment shall apply for the purposes of these Conditions to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;
   9. references to a holding company or subsithe Supplier shall mean a holding company or a subsithe Supplier (as the case may be) as defined in section 1159 of the Companies Act 2006;
   10. writing or written includes e-mail but not faxes;
   11. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
   12. references to these Standard Terms include these Standard Terms as amended or varied in accordance with its terms; and
   13. clause headings do not form part of, nor shall they affect the interpretation of, these Standard Terms.

SUPPLIER CODE OF CONDUCT

1. Purpose

   At Modern Milkman we are passionate about reducing plastic waste and doing our bit for the environment and communities we work in. We are committed to doing the right thing and treating everyone in our supply chain fairly. To make sure we do this, we have created a Code of Conduct (the “Code”) so that we can be clear about what you can expect from working with us and what we can expect from you as a supplier to our business. The Code sets the standards by which we aim to build long term partnerships with our suppliers and carry out business through transparent and fair means.

2. Definitions

   In this Code:
   Supplier means a company, partnership or individual that provides goods or services to Modern Milkman.
   worker means any individual whom the Supplier employs, hires or engages, or otherwise uses to conduct its business.
   Representative means the Supplier’s suppliers, vendors, agents, farms and subcontractors who are involved in Modern Milkman’s supply chain.
   

3. Compliance with the Code

   Modern Milkman’s Suppliers are obligated, in all of their activities, to operate in full compliance with the laws, rules and regulations of the countries in which they operate. Our Code goes further and is based on International Labour Organization (ILO) standards and internationally accepted good labour practices.

   Compliance with the code is expected from all Suppliers and Representatives. Standards equally apply to all workers (as defined), including permanent, temporary, and agency workers, as well as piece-rate, salaried, hourly paid, legal young workers (minors), part time, night and migrant workers. We reserve the right to verify this through audits, information requests or visits as required.

   The Supplier agrees that:

   1. It will comply with the requirements in this Code.
   2. It has appropriate systems in place to ensure continuous compliance and to demonstrate such compliance.
   3. Any breach of this Code will allow Modern Milkman to terminate its relationship with the Supplier with immediate effect on notice.

   Modern Milkman has the right to modify this Code from time to time on giving the Supplier at least 7 days’ notice in writing (writing includes email).

4. The code

   1. Honesty and Transparency
      

      Suppliers shall be fully transparent when submitting to onsite assessments as well as maintain all accurate documentation necessary for demonstrating compliance with the Code. This includes full access to production facilities, staff records and staff for confidential interviews.

   2. Compliance with Laws, Regulations, and Published Standards
      

      Suppliers shall, in addition to complying with the standards set out in this Code, comply with all applicable laws, codes, or regulations of the countries, states, and localities in which they or their Representatives operate. This includes, but is not limited to, laws and regulations relating to environmental, occupational health and safety, and labour practices.

   3. Competing standards shall be addressed as follows:

      1. If there is a conflict between any applicable laws or regulations, the provisions of an agreement with Modern Milkman and the provisions of this Code, the Supplier shall meet the most stringent standard.
      2. If there is a conflict between the provisions of an agreement with Modern Milkman and the provisions of this Code, the Supplier shall meet the more stringent.

   4. Human rights
      

      The Supplier shall comply with all internationally recognised human rights understood, at a minimum, as those expressed in the International Bill of Human Rights and the principles concerning fundamental rights set out in the ILO’s Declaration on Fundamental Principles and Rights at Work from time to time in force.

   5. No Child Labour
      

      Suppliers shall not support, engage or require the use of child labour (being any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest). Suppliers should have in place an appropriate mechanism to verify the age of workers. Children and young persons under the age of 18 shall not be employed at night or in hazardous conditions. The policies and procedures shall conform to the relevant ILO policies.

   6. Employment is freely chosen
      

      Suppliers shall not support, engage or require the use of forced, bonded, exploitative, indentured or involuntary prison labour. There shall be no unreasonable restrictions on workers’ freedom of movement on Supplier’s premises, in addition to unreasonable restrictions on entering or exiting Supplier’s facilities. Suppliers must not hold, destroy or confiscate identity documents of workers.

      Workers must not be required to lodge deposits on commencement of employment. Workers must be free to leave their employer after reasonable notice.

   7. Freedom of association and employee representation
      

      Suppliers shall respect, and shall not interfere with, the rights of employees to decide whether to lawfully associate with groups of their choice, including the right to join or form an association of their choosing (such as workers council, union, or workers association). Where law restricts the right to freedom of association and collective bargaining, the employer should facilitate, and not hinder, the development of parallel means for independent and free association and bargaining. Representatives must not be discriminated against and have access to carry out their representative function in the workplace.

   8. No Discrimination
      

      Suppliers shall not discriminate against any worker based on gender, race, caste, colour, national origin, age, sexual orientation, gender identity, ethnicity, disability, pregnancy status, religion, political affiliation, union membership, marital status or any other characteristic other than the worker’s ability to perform the job (subject to any accommodations required or permitted by law) in its hiring and employment practices such as advancement or promotions, rewards, access to training, job assignments, compensation, benefits, discipline, termination and retirement. Supplier’s workplace should be free of harassment and unlawful discrimination. Supplier shall make reasonable accommodation for religious practices. Supplier shall not subject staff to medical tests, or physical exams that could be used in a discriminatory way.

   9. Wages and benefits of employment
      

      The Supplier must compensate all workers with wages, including overtime premiums, and benefits for a standard working week that at a minimum meet the higher of:

      1. the minimum wage and benefits established by applicable law;
      2. collective agreements;
      3. industry benchmark standards; and
      4. any amount sufficient to cover both basic living requirements and some discretionary income.

      All workers should be provided with written and understandable information about their employment conditions and wages before employment and provided with wage slips for each period they are paid. Deductions from wages as a disciplinary measure is not permitted, except those required by law. Any such deductions must not be taken without the expressed permission of the worker concerned. Suppliers must not require workers to pay any agent’s recruitment fees or other fees related to their employment.

   10. Hours of work and regular engagement
       

       Accurate attendance, payroll and other relevant records shall be maintained. Suppliers must commit to working in compliance with UK employment laws, or the comparative laws of another jurisdiction provided they offer no less protection to individual workers, as an absolute minimum standard. Overtime must be voluntary, and all workers should not work at least one day in every seven. Obligations to workers under applicable laws and regulations must not be avoided through the improper or inappropriate use of home working schemes, subcontracting or apprenticeships where there is no intent to provide a regular engagement or employment. Suppliers shall use all reasonable endeavours to ensure that their legal relationship with all workers is correctly characterised (for example, in the UK, as an ‘employee’, ‘worker’ or ‘self-employed’) and all related benefits are provided and paid as required by law. All workers must be provided with a contract setting out at least the legally required particulars of their engagement.

   11. Harassment or Abuse
       

       Suppliers shall treat each worker with dignity and respect. Suppliers shall be committed to a workplace free of harassment. Suppliers shall not threaten workers with or subject them to harsh or inhumane treatment, including sexual harassment, sexual abuse, corporal punishment, mental coercion, physical coercion, or verbal abuse.

   12. Health and safety
       

       Suppliers shall comply with applicable health and safety laws and any other relevant laws where it operates and provide a safe, healthy and sanitary working environment in order to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of the Supplier. Suppliers shall regularly assess the workplace for hazards and implement appropriate safety systems, controls and training related to: fires, emergencies, machines, chemicals, electrical, hygiene, first aid, food preparation and consumption, housing, lighting, ventilation, child care, evacuation, personal protective equipment (PPE) and ergonomics. Where such hazards cannot be adequately prevented or controlled, the Supplier shall provide workers with appropriate personal protective equipment to protect against hazards typically encountered in that scope of work. Where housing is provided appropriate safety systems shall also be implemented related to electrical and fire safety, evacuation, hygiene, ventilation and privacy.

       Written policies and practices must be in place and made available to minimise on-the-job accidents and injuries and policies and accident reports must be made available for inspection. Supplier should have in place systems to take corrective action after any accidents and injuries, and to facilitate affected workers return to work.

   13. Whistleblowing
       

       We require our Suppliers to provide an internal mechanism for confidentially reporting, investigating and remedying any wrongdoing in the workplace, and to ensure that whistle blowers do not suffer any detrimental treatment as a result of raising a protected disclosure. If you would like support in setting up a whistleblowing policy and system, please get in touch to see how we can help. We also recommend two whistleblowing charities, Protect and WhistleblowersUK, who can provide support for employees and advice to businesses.

   14. Environmental compliance
       

       We take the environmental impact of our operations very seriously, and work hard to minimise our impacts as far as possible. As a minimum, the Supplier shall ensure that its operations comply with applicable environmental laws, including laws and international treaties relating to (but not limited to) waste disposal, emissions, discharges and the handling of hazardous and toxic chemicals. The Supplier shall ensure the goods it manufactures (including the inputs and components that it incorporates into its goods) comply with all applicable environmental laws and treaties. The Supplier shall ensure that it will only use packaging materials that comply with all applicable environmental laws and treaties.

       All hazardous and non-hazardous materials and chemical emissions must be tracked throughout the supply chain. How waste (including wastewater) and chemicals are disposed of must be documented and reports must be available for inspection. In addition, Suppliers should use all reasonable endeavours to continually review and improve their environmental performance and reduce the negative environmental impact of their activities, including by:

       1. minimising or eliminating emissions and discharges of pollutants and waste (solids, gases and liquids) and implement systems to prevent and mitigate accidental spills and releases to the environment;
       2. minimising the consumption of energy and the use of natural resources, promoting sustainable land management practices to prevent soil degradation, and prioritising reuse and recycling where possible to avoid wherever possible waste to landfill and single use plastic usage;
       3. regularly reviewing its energy consumption and GHG emissions and in accordance with industry best practice, taking all reasonable steps to reduce its GHG Emissions; and measuring, managing, and reporting to us at least once each year on its GHG Emissions in accordance with The Intergovernmental Panel on Climate Change’s 2006 IPCC Guidelines for National Greenhouse Gas Inventories, Volume 4: Agriculture, Forestry and Other Land Use (IPCC 2006) as refined in 2019 and as amended from time to time.

       For the purpose of this section 4.13:

       GHG Emissions means emissions of GHGs from all sources, categorised as scope 1, 2 and 3 emissions by The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard, Revised Edition 2015 as updated from time to time; and

       Greenhouse Gases (GHGs) means the natural and anthropogenic gases which trap thermal radiation in the earth’s atmosphere and are specified in Annex A to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, as may be amended from time to time, each expressed as a total in units of Carbon Dioxide Equivalent (CO2e).

   15. Anti-Slavery and Trafficking
       

       Modern Milkman has a zero tolerance approach to any form of modern slavery. Modern slavery includes, but is not limited to, slavery, servitude, human trafficking and forced labour. We are committed to acting ethically and with integrity and transparency in all business dealings and to putting effective systems and controls in place to safeguard against any form of modern slavery taking place within the business or our supply chain. All Suppliers shall not support, engage or require modern slavery and have a responsibility to ensure that workers are not being exploited, that they are safe and that relevant employment, health and safety, and human rights laws and standards are being adhered to, including freedom of movement and communication. We require our Suppliers to operate in accordance with all laws and Governmental guidance relevant to modern slavery, whether they are compliance obliged or not, and we reserve the right to terminate our engagement of Suppliers who fail to do so immediately on notice.

   16. Bribery and corruption
       

       The Supplier shall comply with all applicable laws, statutes, codes and regulations relating to the prevention of bribery and corruption. To that end, the Supplier shall not accept, offer, promise, pay, permit or authorise:

       1. bribes, facilitation payments, kickbacks or illegal political contributions;
       2. money, goods, services, entertainment, employment, contracts or other things of value, in order to obtain or retain improper advantage; or
       3. any other unlawful or improper payments or benefits.

   17. Unfair business practices
       

       The Supplier shall comply with all applicable competition laws (including, but not limited to, the Competition Act 1998), including but not limited to those relating to teaming and information sharing with competitors, price fixing and rigging bids.

   18. Animal Welfare
       

       Suppliers shall respect and commit to promoting ethical animal welfare practices with a focus on the five freedoms. We believe that all such animals, while taking into account their species’ needs, should benefit from freedom from thirst, discomfort, pain, injury or disease, fear and distress and have the freedom to behave naturally.

   19. Procuring and managing Representatives
       

       With regard to prospective Representatives, the Supplier shall use all reasonable endeavours to carry out appropriate due diligence on prospective Representatives that will form part of Modern Milkman’s upstream supply chain. At a minimum, the due diligence must include the following:

       1. investigations into prospective Representatives’ stance, public statements and actions on human rights, treatment of workers, bribery, ethical behaviour and environmental outlook;
       2. risk assessments for countries from which materials, components or finished goods are sourced; and
       3. the prospective Representative’s ability to meet the requirements and principles that are covered in this Code.

       In its dealings with Representatives, the Supplier shall:

       1. ensure that agreements with Representatives include provisions that require the Representatives to comply with applicable provisions of this Code, having due regard to the risk profile of the transaction, the Representative’s ability to comply with those provisions and the consequences where the Representative fails to meet those requirements;
       2. ensure that it has measures to monitor that those Representatives are complying with those compliance-related provisions and that it has systems in place to address any deficiencies or breaches of those requirements; and
       3. pay its Representatives promptly, with the maximum payment period being 30 days.

       When assessing the Supplier’s performance against the requirements set out in this section 4.18 of the Code, Modern Milkman shall have due regard to the risk profile of the transaction, the Supplier’s ability to comply with the requirements and the consequences where the Supplier fails to meet those requirements.

   20. Training
       

       The Supplier shall implement a system of training for its workers to ensure that they are aware of the requirements of this Code. The Supplier shall keep a record of all training offered and completed by its workers and shall make a copy of such record available to Modern Milkman on request.

   21. Continuous Improvement

       All Suppliers shall take necessary corrective actions to promptly remediate any noncompliance and strive for long term continuous improvement. Modern Milkman reserves the right to terminate business relationships with any Supplier who is unwilling or ultimately unable to comply with the Code.

   22. Community
       

       Modern Milkman encourages and aligns with Suppliers who are engaged in their communities in promoting social and environmental development.

5. What you can expect from us

   At Modern Milkman, we aim to build a long-term relationships with our Suppliers, enabling us to enjoy shared prosperity in the future. So as a Supplier to Modern Milkman, alongside our commitment that in all dealings with your representatives we will be respectful and honest, you can expect the following:

   1. Feedback and grievance
      

      Modern Milkman will provide timely feedback, when there are any quality, logistics or other problems with the products or service supplied. That said, we recognise feedback is a two way street, therefore we welcome any feedback on operational or logistical issues. Please contact customerservice@themodernmilkman.co.uk if you would like to raise any issues.

      For more serious grievances about our actions or approach to working with our Suppliers, please contact Kenzo Onumonu (Legal Director).

6. Working together for continuous improvement

   1. Product development and business support

      In building long-term relationships with our Suppliers, we are able to, where resources and business priorities allow, support Suppliers in product development, packaging development, process improvement etc. If this is something we may be able to help you on, please contact Simon Mellin.

   2. Environmental impact

      As a young business ourselves, we recognise we have work to do to measure and reduce our environmental impact and a major part of that is working collaboratively with our Suppliers to reduce the impact of our supply chain. We assess our Suppliers against a number of criteria, environmental being one of these. Please make sure you update us on your progress and developments so we can accurately record these.

   3. Certifying compliance and audit

      The Supplier shall provide written confirmation to Modern Milkman at least once per year that:

      1. it has appropriate systems in place to monitor its compliance with this Code; and
      2. it is able to comply with this Code for the duration of its relationship with Modern Milkman.

      The form of confirmation required is as set out in Schedule 1 to this Code. In addition to the written confirmation, Modern Milkman may conduct audits to verify the Supplier’s compliance with this Code. Modern Milkman has no obligation to conduct such audits.

   4. Self-monitoring and reporting breaches

      The Supplier shall monitor its compliance with the Code and shall report any breaches (actual or suspected) of this Code as soon as possible to Modern Milkman. The Supplier shall not retaliate or take disciplinary action against any worker that has, in good faith, reported breaches of this Code or questionable behaviour, or who has sought advice regarding this Code.

   5. Breach, remediation and termination

      Where Modern Milkman becomes aware of a breach of this Code by the Supplier or its workers, Modern Milkman may either:

      1. immediately terminate its business relationship with the Supplier (including any contracts); or
      2. require the Supplier to produce a remediation plan specifying the actions that the Supplier will take that will lead to compliance with the Code, and present it to Modern Milkman within 10 days of being requested to do so. If the Supplier fails to produce the remediation plan within this timeframe or fails to implement it within a reasonable time, Modern Milkman may immediately terminate its business relationship with the Supplier (including any contracts).

      Where Modern Milkman becomes aware that a Representative has been involved in an incident (or incidents) that would constitute a breach of any of the requirements under this Code, were they bound directly by it, Modern Milkman may either:

      1. terminate its business relationship with the Supplier (including any contracts); or
      2. require the Supplier to remedy that incident (or incidents) with that Representative. If the Supplier is not able to remedy such incident with that Representative within a reasonable time, Modern Milkman may immediately terminate its business relationship with the Supplier (including any contracts).

Schedule 1: Sample compliance certificate

As required by Modern Milkman’s Supplier Code of Conduct (Code), [SUPPLIER NAME] certifies that:

1. We are complying with the requirements in the Code as of [DATE].
2. We have appropriate systems in place to ensure our own and our suppliers’ continued compliance with the Code.

Signed by:
Signed: …………………
[NAME OF SIGNATORY] on behalf of [SUPPLIER]
Date: ……………………
Please send a copy of this certificate to your TMM contact.